Colonial Fund, u/a dated 11/15/2015 TrueBridge Form 4 P10 / Edwin A. Poston ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Poston Edwin A.

(Last)

(First)

(Middle)

C/O P10, INC.

4514 COLE AVENUE, SUITE 1600

(Street)

DALLAS

75205

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
P10, Inc. [ PX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Member of 10% Owner Group

3. Date of Earliest Transaction (Month/Day/Year)
10/25/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock⁽¹⁾	10/25/2021		C		11,657	A	⁽²⁾⁽³⁾	11,657	I⁽⁴⁾	By MAW Management Co.
Class A Common Stock⁽¹⁾	10/25/2021		S		11,657	D	$12	0	I⁽⁴⁾	By MAW Management Co.
Class A Common Stock⁽¹⁾	10/25/2021		C		818,016	A	⁽²⁾⁽³⁾	818,016	I⁽⁵⁾	By TrueBridge Colonial Fund
Class A Common Stock⁽¹⁾	10/25/2021		S		818,016	D	$12	0	I⁽⁵⁾	By TrueBridge Colonial Fund
Class A Common Stock⁽¹⁾	10/25/2021		C		956,409	A	⁽²⁾⁽³⁾	956,409	I⁽⁶⁾	By Mel Williams Irrevocable Trust
Class A Common Stock⁽¹⁾	10/25/2021		S		956,409	D	$12	0	I⁽⁶⁾	By Mel Williams Irrevocable Trust
Class A Common Stock⁽¹⁾	10/25/2021		C		19,348	A	⁽²⁾⁽³⁾	19,348	I⁽⁷⁾	By TrueBridge Ascent LLC
Class A Common Stock⁽¹⁾	10/25/2021		S		19,348	D	$12	0	I⁽⁷⁾	By TrueBridge Ascent LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock⁽¹⁾	⁽²⁾⁽³⁾	10/25/2021		C			11,657	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	11,657	⁽²⁾⁽³⁾	108,844	I⁽⁴⁾	By MAW Management Co.
Class B Common Stock⁽¹⁾	⁽²⁾⁽³⁾	10/25/2021		C			818,016	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	818,016	⁽²⁾⁽³⁾	9,038,753	I⁽⁵⁾	By TrueBridge Colonial Fund
Class B Common Stock⁽¹⁾	⁽²⁾⁽³⁾	10/25/2021		C			956,409	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	956,409	⁽²⁾⁽³⁾	8,929,910	I⁽⁶⁾	By Mel Williams Irrevocable Trust
Class B Common Stock⁽¹⁾	⁽²⁾⁽³⁾	10/25/2021		C			19,348	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	19,348	⁽²⁾⁽³⁾	180,652	I⁽⁷⁾	By TrueBridge Ascent LLC

1. Name and Address of Reporting Person^*

Poston Edwin A.

(Last)

(First)

(Middle)

C/O P10, INC.

4514 COLE AVENUE, SUITE 1600

(Street)

DALLAS

75205

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TrueBridge Colonial Fund, u/a dated 11/15/2015

(Last)

(First)

(Middle)

C/O P10, INC.

4514 COLE AVENUE, SUITE 1600

(Street)

DALLAS

75205

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Williams Mel

(Last)

(First)

(Middle)

C/O P10, INC.

4514 COLE AVENUE, SUITE 1600

(Street)

DALLAS

75205

(City)

(State)

(Zip)

Explanation of Responses:

1. This Form 4 is being filed by Edwin Poston and Mel Williams (collectively, the "Reporting Persons"). The Reporting Persons are members of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer reported herein, except to the extent of his pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that the Reporting Persons are beneficial owners of the securities of the Issuer reported herein.

2. Holders of Class B Common Stock may elect to convert such shares on a one-for-one basis into Class A Common Stock at any time. After a Sunset (as defined below) becomes effective, each share of Class B Common Stock will automatically convert into Class A Common Stock.

3. Continued from Footnote 2: A "Sunset" is triggered by any of the earlier of the following: (i) the Sunset Holders (as defined in the amended and restated certificate of incorporation of the Issuer (the "Charter")) cease to maintain direct or indirect beneficial ownership of 10% of the outstanding shares of Class A Common Stock (determined assuming all outstanding shares of Class B Common Stock have been converted into Class A Common Stock), (ii) the Sunset Holders collectively cease to maintain direct or indirect beneficial ownership of at least 25% of the aggregate voting power of the outstanding shares of Common Stock, and (iii) upon the tenth anniversary of the effective date of the Charter. On October 25, 2021, each Reporting Person directed the sale of shares of Class B Common Stock, as reported herein, resulting in the automatic conversion of the shares into Class A Common Stock upon execution of the sale.

4. Represents securities of the Issuer owned directly by MAW Management Co. ("MAW Management"). Mr. Williams, as the manager of MAW Management, may be deemed to beneficially own the securities of the Issuer owned directly by MAW Management.

5. Represents securities of the Issuer owned directly by the TrueBridge Colonial Fund (the "TrueBridge Fund"). First Republic Trust Company of Delaware, as trustee of the TrueBridge Fund, may be deemed to beneficially own the securities of the Issuer owned directly by the TrueBridge Fund.

6. Represents securities of the Issuer owned directly by the Mel Williams Irrevocable Trust (the "Mel Trust"). Alliance Trust Company, as trustee of the Mel Trust, may be deemed to beneficially own the securities of the Issuer owned directly by the Mel Trust.

7. Represents securities of the Issuer owned directly by TrueBridge Ascent LLC ("TrueBridge LLC"). Mr. Poston, as manager of TrueBridge LLC, may be deemed to beneficially own the securities of the Issuer owned directly by TrueBridge LLC.

	/s/Amanda Coussens, as Attorney-in-Fact for the Reporting Persons	10/27/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Colonial Fund, u/a dated 11/15/2015 TrueBridge Form 4P10 / Edwin A. Poston ownership change